The Company has stipulated its policy on corporate governance by emphasizing on the control and internal audit system, and corporate governance of Management to efficiently following its policy. This is for long term benefits of shareholders, including transparency on business operations, information disclosure, and with proper risk management as well as the Social and Environment Responsibility for sustaining development.
In 2016, the Company has been continuously granted the Very Good CG Scoring from Thai Listed Companies Good Corporate Governance Survey Year 2016.
The summary of corporate governance practices in 2016 is as follows:-
The Company’s Board of Directors stipulates policy on good corporate governance in a written format, and considers reviewing the good corporate governance policy and code of conduct manual for the Company Group. Follow up on evaluation of policy compliance is set to at least once a year. The Company publishes manuals to Directors and employees for references and practices and announced in the Company’s intranet.
The Company’s Board of Directors Meeting No. 1/2017 on February 22, 2017 reconsidered, improved, and had its resolution to approve the good corporate governance policy and code of conduct manual for RS Group, and followed up on evaluation of policy compliance.
Moreover, the Company has complied with the good corporate governance policy for listed companies in the Stock Exchange of Thailand as states in the 5 following guidelines:
- Shareholder Rights
- Equal Right to Shareholders
- Rights of Stakeholders
- Information Disclosure and Transparency
- Responsibilities of the Board of Directors and Sub-Committees
The Company stresses the importance of respecting the shareholders’ right by following regulations as stipulated by law. In 2016, the Company had ordinary shareholders’ meeting on April 27, 2016. All Directors attended the meetings except Mr. Soopachai Nillawan was on his business trip. (List of the Company’s Board of Directors attendances could be checked at the minutes of the shareholders’ meeting).
The Company encourages and facilitates shareholders and investors to participate in shareholders’ meeting by seeking the meeting place where is accessible and sufficient public transports are provided.
The Company has policy on equal treatment of shareholders by realizing on the importance of shareholders’ right on sufficient and timely information disclosure. Concerning shareholders’ meeting, the Company will issue notice of meeting which includes details on different meeting’s agendas at least 7 days prior to the meeting date as stipulated by law.
In 2016, Thailand Securities Depository Co., Ltd., which was the Company’s registrar, issued notice of meeting to shareholders at least 7 days, or 14 days prior to the meeting date as stipulated by law.
In 2016, the Company had issued notice of meeting which included details on different meeting’s agendas prior to the meeting date as stipulated by law, and each agenda contained principles, and reasons and suggestions of the Board of Directors. Moreover, the Company also published shareholders’ notice of meeting, and documents for the meeting in Thai and English language at the Company’s website on http://www.rs.co.th/investor.html least 30 days before the meeting date and the Annual Report was posted on the Company’s website at least 7 days before the meeting date, as to facilitate rapid access for shareholders. Minutes of the meetings in 2016 were posted on the website within 14 days after the meeting. Prior to the start of meeting, Chairman of the meeting had authorized the Company Secretary to explain voting procedure to the meeting, and during the meeting, the Chairman gave equal opportunity to shareholders in asking additional questions, and making suggestions prior to vote casting in each agenda. Support was also given in using voting paper in case of important agenda for transparency and accountability. Minute of the meeting was written correctly and completely within the specific timeframe as stipulated by law, and had good filing system for shareholders’ checking.
In 2016, the Company gave shareholders’ right much more than stipulated by law such as publishing important and updated information through its websites, and not curtailing the shareholders’ right on the Company’s information that had to be disclosed by regulations. Concerning the meeting, no additional meeting agenda, or changing of important information would be conducted without prior notification to shareholders, including additional important information would not be distributed abruptly in the meeting, and not limiting shareholders’ right to come in late for the meeting. During the meeting, the Chairman opened equal opportunity to shareholders to ask questions, giving ideas, and making suggestions on operating results of the Company. Moreover, shareholders were given opportunity to send in their questions in advanced of the meeting date through the Company’s websites, or by mail to the Board of Directors. Thus, rights given to shareholders, and supporting shareholders to exercise their rights were in accordance with good corporate governance policy.
For shareholders who cannot attend the meeting, the Company proposes proxies to be given to the Independent Director, who is Chairman of the Audit Committee, to vote on their behalves in the meeting. In the 2016 shareholders meeting, there were 22 shareholders who gave proxy to Chairman of the Audit Committee.
On December 1, 2016, the Company published information through its websites for minority shareholders to propose agenda for the ordinary shareholders’ meeting. This included clear cut regulations in advanced for consideration on additional agenda for minority shareholders to make proposal. The Company also regulated procedures for minority shareholders to propose person’s names for consideration as Director, and including assisting information on qualifications, and agreement of the proposed person. However, no shareholder proposed on new agenda, and person’s name for Director.
The Company has established the measure in a written statement to prevent directors, executives, staff members and employees from abusing insider information in the interests of their own or their related parties. By this measure, the Company’s directors, executives, staff members and employees are required to report a transaction that may cause a conflict of interest between the organization and them or their related parties via the designated law office to screen and forward such report completed with its comments to the Board, and the Board is fully authorized to make a decision on any transaction, which may cause a conflict of interest, for the Company’s overall benefit. The Company’s directors and/or executives with their interests in any transactions shall be banned from participating in a decision making process on those transactions, as detailed in the topic of insider information protection; moreover, related party transactions shall be made in accordance with relevant requirements established by Stock Exchange of Thailand, as detailed in the topic of precautionary measures or procedures for the approval of related party transactions. The certain policy has been implemented since the year 2008 for banning directors and top executives(**) from buying and selling their shares in the Company 3 weeks before the publication of financial statements and 2 days after that.
The Company has regulation in prohibiting the using of opportunity or information by Director, Executive, or employee for their own benefits, or conducting business competition with the Company, or with related business. This includes using of inside information for the Company’s stock trading. All regulations have been stated in the code of conduct manual, and discloses in the topic of using of internal information.
Remark: (**) means Executive as per definition of the Securities and Exchange Commission who is responsible for changes in shareholding as stipulated by law.
The Company recognizes the importance of rights for all groups of stakeholders whether from internal stakeholders such as employees, the Company’s management, and its subsidiaries, or external stakeholders such as competitors, creditors, government agencies, and other related parties. The Company realizes the supporting pressure from stakeholders especially from communities and public, in which it always gives significance to the causes (example can be seen from “Role and Social Responsibility and Human Resources Development Policy”). Regulations and procedures are in written format, including rules on disciplinary punishment, so that there will be guideline procedures for related persons i.e. Directors, Management and employees of RS Group etc. to follow when performing duties for the Company with honesty and ethics towards the Company and groups of stakeholders. Details in the code of conduct manual which covers business and employee’s code of conduct are as follows:-
Responsibilities toward social and environment
The Company has the policy to conduct its business for the benefits of the economy, society, and environment by considering its duties and responsibilities towards the nation, society and environment. Businesses must be operated and controlled completely under the laws and regulations, as well as determinations to press on developing trends for social quality and environment internally or cooperation with government agencies and communities. Responsibilities toward social and environment must be whole heartedly and consistently promoted to all levels of employees and staff on becoming good citizens who make beneficial contributions toward communities and societies. Employees must also be supported to jointly participate in constantly creating activities for communities and societies in order to create good corporate culture in the future. These have to be reviewed, evaluated, and followed up consistently on progress of the Company’s operations to ensure that policies on social and environment have been executed as planned. Also, the Company has promoted the campaign of efficient use of resources e.g. paperless campaign and energy saving by turning off air-conditioner and electricity during break time etc. (Example can be seen from “Role and Social Responsibility and Human Resources Development Policy”).
The Company is determined to distribute quality products and provide quality services to its customers, as well as having the service units to take care, explain all enquiries, and recommend solutions on problems to customers.
The Company is run with a good and efficient expertise. The current and future risk is carefully assessed r the benefit of shareholders, and controlled to be certain that the operational results and financial situations the company as well as information to shareholders are completely reported.
The Company considers employees as its value assets and acknowledges the importance of employees. The appropriate welfare and remuneration are arranged in line with the knowledge, ability, responsibility and performance of each employee and aligning with short-term company’s performance including salary, bonus and provident fund as well as long-term company’s performance including Key Performance Indicators (KPI) assessment and compensation among industry. RS Group also realizes the importance in healthcare, safety, and working environment as safe precaution against life and property of its employees, and follows on the labor laws’ regulations. Hence, the Company has arranged for health check, life and health insurances for employees, and consistently checks safety in the work place.
The Company’s Board of Directors also considers and approves the policy concerning safety, occupational health, and environment in the workplace.
The Company supports knowledge training for its employees, Directors and executives. (Examples are under “Social Role and Responsibilities, and Human Resources Development Policy”).
Trading Partner and Creditor
The Company adheres to honesty and justice towards its trading partners by taking into consideration for the best benefits to the Company, and bases on justified remunerations on both sides, and avoids bias or any circumstances that give rise to the conflict of interests and upholds and complies with contracts, terms of agreement, and obligations towards trading partners and creditors. This also includes anti-corruption and anti-bribery payment to obtain benefit for the Company’s business. (Examples are under “Policies on Anti-Corruption”).
The Company’s criteria for selecting suppliers/vendors/outside service providers detailed as follows:
- Quality of product and service
- Ability, specialization, expertise and experience
- Trading policy
- Business reputation
- Financial status
The Company supports free and fair trade competition as well as treating competitors professionally.
The Company is engrossed in doing the rightful things and performing its duties with honesty and straightforwardness in accordance with legislations and regulations. This conduct is applied to any activities and decision-making. The company operates its business with honesty and takes into account the influencing risks.
Equality and Human Rights for All Parties Concerned
The Company neither hinders or withholds the privileges from, nor discriminates against any persons who are different in races, nationalities, religious, genders, age, or education, including non-involvement on any human rights infringement.
The Company has the policy on non-violation of any copyright.
The Company’s Board of Directors reviews and makes improvement on code of conduct manual of RS Group at least once a year. In 2017, the Company’s Board of Directors meeting No. 1/2017, has reviewed, improved and approved RS Group’s code of conduct manual, and publishes in the Company’s website. It includes information on new employee’s training for all employees’ acknowledgement, and controlling process for strict compliance on the code of conduct.
The Company has had the policy that directors, executives and staff members at all levels are required to strictly observe and follow the best practices described in the Group’s ethics handbook. In the past year, the Company and the subsidiaries had no legal dispute that significantly affected the Company’s business or posed negative effects on the Group’s assets of which its overall value, as at December 31, 2016, was higher than 5% of shareholders’ equity. The Company and the subsidiaries had no legal dispute arisen from an out-of-the-ordinary course of business of the Group either.
The Company has anticipated in sharing the development mechanism with stakeholders in strengthening operating results of the Company. This is to build business security with information transparency, listening to comments, complaints, or suggestions (except the appeals regarding fraud or misbehaved employee in the organization and the additional information can be seen on Policies on Anti-Corruption) either from employee and stakeholder via the Management, Internal Audit unit, Investor Relations unit, Company Secretary or Audit Committee as to pass to the Board of Directors through website at http://www.rs.co.th/investor.html or through telephone numbers at +66 2938 4307 and +66 2511 0555 ext 1496 or to the stated units above. All information will be collected and checked through the Company’s stipulated process, and will be reported to the Board of Directors.
Complaint of financial and accounting reports, internal control, risk management, compliance with law and code of conduct can be done through the Company Secretary who receives and summarizes all topics, and quarterly submits to the Audit Committee, and Board of Directors. The Company gives importance to the secrecy of information received in order to build confidence to sender, and complaint will only be known to assigned and related persons.
Information Disclosure and Transparency
The Company gives the importance to efficient internal control system on the Management and operational levels, by clearly stipulated the Management’s business authorizations. Assets’ usages are controlled, and responsibilities of operator, controller, and evaluator are separated from each other to create suitable check and balance system. Moreover, there is internal control on the financial system with financial report system reporting directly to the responsible management unit.
The Company’s internal control unit reports directly to the Audit Committee to be certain that the main operations and important financial activities proceed efficiently within the directed guidelines. The Company has its policy on Compliance Control in correspondence with the concerned law and related regulations.
The Company’s Board of Directors appoints the Sub - Committees to make details screening by regulating their responsibilities and scope of duties within each committee.
Most members of the Sub - Committees are Independent Directors except the Executive Committee, Risk Management Committee, Good Corporate Governance Committee and Human Development Committee and the Chairman of the Board will not hold positions as member in all committees. Moreover, it also regulates Independent Directors as Chairman of each committee with exception in the Executive Committee, Risk Management Committee, Good Corporate Governance Committee and Human Development Committee. At present, the Company has 6 Sub - Committees of the Audit Committee, Nomination and Remuneration Committee, Executive Committee, Risk Management Committee, Corporate Governance Committee and Human Development Committee.
The details concerning the member’ names, duties, and responsibilities are in topic “Management Structure”.
The Company’s Board of Directors appoints sub-committees in order to operate and oversee the Company, detailed as follows:-
- Audit Committee
has duration of 3 years, and consists of 3 Independent Directors. Names and duties of the Audit Committee are listed in “Management Structure”.
The Company’s Board of Directors appoints Mr. Phisit Dachanabhirom, the Independent Director, who has vast knowledge and experiences in financial and accounting field, and to become Chairman of the Audit Committee.
In 2016, the Audit Committee had 4 meetings in which all members attended all meetings and consistently reported their operating results to the Company’s Board of Directors. There was one meeting that the Audit Committee met privately with the external auditor without the management team being present.
- Nomination and Remuneration Committee
The Company’s Board of Directors meeting No. 3/2007, on February 26, 2007, has appointed the Nomination and Remuneration Committee, its scope of authority, and remuneration. The committee consists of 3 qualified persons which has 3 Independent Directors in which one of them is the Chairman of the Nomination and Remuneration Committee, the committee has 3 years duration (details in the “Management Structure”).
In 2016, the committee had 2 meetings in which all members attended all meetings. The committee consistently reported their operating results to the Company’s Board of Directors.
Details of important performances in 2016 could be summarized as follows:
- Considered the nomination and selection of qualified and suitable person as replacement for Board of Directors retired member.
- Considered and approved additional Human Development Committee.
- Considered, reviewed and approved the charter of the Nomination and Remuneration Committee.
- Considered and reviewed the appropriateness of the pattern and criteria of the remuneration.
- Reviewed the annual Directors’ remuneration.
- Considered the Chief Executive Officer evaluation criteria.
- Evaluate the performance of the Nomination and Remuneration Committee in 2016.
- Reported their duties to the Board of Directors on regular basis.
The Nomination and Remuneration Committee commented that the stated items were suitable to the utmost long-term benefit for the Company, Shareholders and Stakeholders.
- The Executive Committee
Committee consists of 3 qualified persons, and their names are listed in the “Management Structure”.
In 2016, the Executive Committee had total 24 meetings.
Details of important performances in 2016 could be summarized as follows:
- Made preparation, suggestion, and stipulate guideline on business policy of the Company to the Board of Directors.
- Stipulate business plans, administration, and approval on the budget for the annual business plan and annual spending budget, and then, proceed as per business plan and business strategy in accordance with the stated business policy, and guideline as stated to the Board of Directors.
- Direct, control, and supervise on the management so that it would be in accordance with the laid down strategies and plans.
- Other assigned duties given in specific periods by the Board of Directors.
The Executive Committee had performed its duties with caution to its full capability and in relation with good corporate governance policy and code of conduct of the Company’s group for the benefit of the Company, shareholders and stakeholders in the long term.
- Risk Management Committee
The Company’s Board of Directors meeting No. 5/2010 on August 16, 2010 had the resolution to appoint, authorize the scope of responsibilities and consider remuneration of the Risk Management Committee. The Committee consisted of 2 qualified persons (details listed in the “Management Structure”).
In 2016, the Company’s Risk Management Committee had 1 meeting which was to plan, reviewing the system, or evaluate efficiency of the risk management.
Details of important performances in 2016 could be summarized as follows:
- Consideration on important risks of the Company, proceed with risk management and evaluation on risk management to be in accordance with strategies and business plan of the Company.
- Supervise and support that risk management was according to plan.
Risk Management Committee had performed its duties with caution to its full capability and in relation with good corporate governance policy and code of conduct of the Company’s group for the benefit of the Company, shareholders, and stakeholders in the long term.
- Corporate Governance Committee
The Company’s Board of Directors meeting No. 1/2011 on February 23, 2011 had the resolution to appoint, authorize the scope of responsibilities and consider remuneration of the Corporate Governance Committee. The Committee consisted of 2 qualified persons (details listed in the “Management Structure”).
Corporate Governance Committee reviews and improves the good corporate governance policy, code of conduct and other relevant policy as well as follows up the assessment of such policies.
Details of important performances in 2016 could be summarized as follows:
- Reviewed the good corporate governance policy and code of conduct of RS Group and other relevant policy.
- Promoted the administration works to be in accordance with the good corporate governance policy and code of conduct of RS Group and other relevant policy.
- Gave advises on the good corporate governance to the Company’s Board of Directors.
- Setting up on guidelines and reviewing of report on good corporate governance for presentation in the annual report.
The Corporate Governance Committee had the opinion that the stated items were appropriate and for the benefits of Company, shareholders, and stakeholders in the long term.
- The Human Development Committee
consists of 3 qualified persons, their names and responsibilities are listed in the “Management Structure”.
In 2016, the Human Development Committee had 4 meeting.
Details of important performances in 2016 could be summarized as follows:
- Reviewed and developed the policy, and given guidelines on human development.
- Developed the strategies and techniques on the human development.
- Supervised and supported operations on human development.
- Considered and made decisions on issues concerning the human development as per approved guidelines by the Board of Directors.
The Human Development Committee had performed its duties with caution to its full capability and in relation with good corporate governance policy and code of conduct of the Company’s group for the benefit of the Company, shareholders, and stakeholders in the long term.
The Board of Directors has appointed the Chief Operating Officer to be the Company Secretary who is Mrs. Pornpan Techarungchaikul. The Company Secretary duty is to ensure that the Company complies with the Good Corporate Governance of the Stock Exchange of Thailand. The major role and duty of the Company Secretary are as follows:
- Advice the legal, accounting and tax issue and necessary regulations to the Board of Directors.
- Oversee the Board of Directors’ activities.
- Coordinate the concerned party as to ensure the implementation of the resolutions of the Board of Directors.
The Company Secretary has knowledge in both the accounting and legal aspect, however, the Company also promotes people who support the work of the Company Secretary and the Company’s Board of Directors to attend the “Company Secretary Program” (CSP) of the Thai Institute of Directors (IOD). Moreover, the legal office has been assigned by the Company to work for the Board of Directors to be in accordance with rules, regulations, or law as a compliance unit.
The Director meetings are arranged at least quarterly and extraordinary meetings in between as deemed necessary. All meetings have apparently set-out agenda and planned meeting date and are intended to consistently monitor company’s performance. In case that the Company does not have a monthly meeting, the Company has the policy to send the monthly operational report to the Board of Directors, so that the Board of Directors can supervise, and control management’s operations consistently and effectively. Invitation, agenda and information hand-outs are duly distributed 7 days prior to the meeting so directors have a chance to familiarize themselves to the issues. Chairman of the Board of Directors and the Chief Executive Officer make decision on agendas for the Board of Directors’ meeting with emphasizing that important subjects have to be in the meeting agendas. Directors can freely submit agenda and the Board of Directors can access necessary information from the Chief Executive Officer. Independent Directors/Audit Committee (the definition and qualification shown in Management Section) have attended all meetings. In 2016, there have been 6 meetings at the Company premises. Every director attends all meetings except Mr. Soopachai Nillawan did not attend 1 meeting due to his business trip.
If any director has significant conflict of interest in any agenda, such director shall not attend the meeting during the consideration of that agenda.
In addition, the Board of Directors’ minimum quorum for meeting resolution must not be less than two third of total number of Directors.
The Company’s Board of Directors has its policy in allowing the non-executive Directors to conduct their own meeting as deem necessary. This is to debate all issues concerning the Management without their present, and the Chief Executive Officer will be informed of the meeting result.
The Company’s Board of Directors arranges for its self - evaluation annually by using the Company’s self - evaluation form. The Board of Directors will individually and jointly consider their performances for their joint consideration in order to improve for more efficient operations.
Self - evaluation elements consist of the structure and qualification; roles, duties and responsibilities; meeting; and duties of the Board of Directors, relationship with management, self - development of the Board, and development of Executives.
In addition, the Nomination and Remuneration Committee will supply suggestions on regulations for the evaluation on performance of Chief Executive Officer and propose for the approval of the Board of Directors. Results of the performance will be evaluated by the evaluation form specified by the Nomination and Remuneration Committee and to be evaluated by the Company’s Board of Directors which only consists of Independent Directors for further improvement.
The Company’s Board of Directors arranged for its self-evaluation on yearly basis. On February 22, 2017, the Company’s Board of Directors’ meeting No. 1/2017, had made annual consideration on self-evaluation of the Company’s Board of Directors of 2016, so that the Company’s Board of Directors could jointly consider the performances, and problems for further improvement. Results on performance of the Chief Executive Officer for the year 2016 had been evaluated by the Company’s Board of Directors which consisted of only Independent Directors for further consideration and improvement.
Moreover, the Board of Directors has assessed performance evaluations of all other committees and individual person including Audit Committee, Nomination and Remuneration Committee, Corporate Governance Committee, Risk Management Committee, Executive Committee and Human Development Committee.
The Company has clearly and transparently stipulated policy on remuneration for Directors and Executives. During the ordinary shareholders’ meeting No. 1/2003, the Company’s Board of Directors’ meeting No. 5/2003 and the Annual General Meeting 2013, remuneration for Directors was approved to be within the similar level of the same industry which was high enough to attract and protect the qualified Directors and be in accordance with the Company’s operating results. For Chief Executive Officer’s performance evaluation, the Nomination and Remuneration Committee supplied inputs on regulations for the evaluation on performance of Chief Executive Officer and propose for the approval of the Board of Directors. Results on the performance were evaluated by the Company’s Board of Directors which only consisted of Independent Directors. (Details on remuneration for Directors and Executives were shown in “Management Structure”).
The Company’s Board of Directors has the policy on assigning the present Director to introduce new Director to the Company, and lecturing on the summarization of the Company’s business plan, operating results, strategy, competitive situations, vision, corporate culture, corporate governance, business ethics and other details concerning the Company’s operation etc.
The Company’s Board of Directors has the policy to create and develop new knowledge for Directors and Executives by encouraging them to attend seminars and meetings which provide useful topics that have been arranged by the Thai Institute of Directors, and other related organizations in order to support efficient operations, with all costs to be financially supported by the Company. In 2016, the Company has supported for the training detailed as follows:
|1.||Mr. Soopachai Nillawan||Director and
Executive Vice President
Program (DAP) Year 2016
|2.||Mrs. Wansuda Thanasaranart||Independent Director,
Audit Committee and Nomination
and Remuneration Committee
Program (DAP) Year 2016
The Company’s Board of Directors supports the arrangement of succession plan that will assist in mooth operation of the Company. Moreover, the Board of Directors also makes preparation for the executive evelopment program for the succession plan of the Chief Executive Officer and high level Executives (**) n case that they cannot perform their duties. This is to reduce risks from dis-continuation in corporate anagement with the following procedures:
- The Executive Board and Human Development Committee have to consider and select high potential Executives for further development and preparation.
- The Human Development Committee is to develop the assigned group by preparing for the high level development plan for high level Executives.
- The Executive Board and Human Development Committee will together make the appropriate selection on candidates for the positions of the Chief Executive Officer and high level Executives. For the selected position of the Chief Executive Officer, the selection will precede to the Nomination and Remuneration Committee, and the Company’s Board of Directors for consideration.
- The Nomination and Remuneration Committee will make consideration on the proposed person concerning the suitability, knowledge, and competency that will benefit the Company with other necessary related information for proposal in the Company’s Board of Directors meeting and further appointment.
The Company’s Board of Directors realizes that financial and non-financial information result in decision making impact on investors and stakeholders. Then, disclosure on information must be importantly correct, complete, and adequate through various media channels of the Stock Exchange of Thailand, and the Company’s website. Moreover, meetings have been arranged between the Company’s Management team and securities analysts, institutional fund and general investors in order to have question and answer sessions equally. Hence, the Company assigns the “Investor Relations Unit” to communicate and provides services on information, corporate news, and Company’s various activities to institutional investors, shareholders, analysts, related government agencies, and the general investors. Investor Relations Department can be reached at
|Telephone No.||0-2938-4307 and 0-2511-0555 ext. 1496|
|Facebook Fanpage||: http://www.facebook.com/pages/Rs-ir/256459961140733|
|E-mail Address||: firstname.lastname@example.org|
In 2016, the Company provided information through many activities including:-
- Hosted Analyst Meeting to announce the Company’s operating results in every quarter. The analysts had opportunity to ask questions on various topics with the Management with the meeting’s documents to be posted on the Company’s website.
- Participated in events organized by the Stock Exchange of Thailand and finance companies for meetings with institutional and foreign investors such as CNS Corporate Access Day and Thailand Focus 2016 “A New Growth Strategy”, etc. To reports operating results including provides an opportunity for investors to meet the Executives and question Executives on various issues. Minute of the meeting was published on the Company’s website. Report on annual form F 56-1, and the annual report F 56-2 were published through SET Community Portal (SCP) system of the Stock Exchange of Thailand, and on the Company’s website. The annual report will be delivered to shareholders and general public annually.
The Board of Directors Meeting No. 3/2007 held on February 26, 2007 had its resolution to appoint the Nomination and Remuneration Committee and also approved the responsibilities of the Nomination and Remuneration Committee. Hence, personnel selection for the Company’s Director must proceed through the Nomination and Remuneration Committee. The Director’s selection procedures must be done by the Nomination and Remuneration Committee whose consideration will be based as per qualification in section 68 of the Public Company Limited Act B.E. 2535 (1992) and the related announcements of the Securities and Exchange Commission. Moreover, considerations will be based on ability, experiences, knowledge, and specific skill for the benefit and development of Company’s business, and dedicating their times and efforts in conducting their duties. Then, the list will be submitted to the Board of Directors and shareholders’ meeting for approval.
To appoint the Board of Directors, the shareholders’ meeting appoints the director based on majority scores with the following regulations and guidelines:
(A) The voting score of each shareholder is equal: one share equals one score
(B) Shareholders can vote for each directorial appointment.
(C) Persons who receive the highest scores will be appointed to the committee. In the case of any persons receiving equal scores, the nomination president will make the final decision.
The Company Board of Directors has stipulated the qualification for director recruitment so that it will correspond with the business operations’ strategy of the Company, and contains diversity for those who perform their duties as directors. Consideration will be made for the missing skill presented in the Board of Directors including profession, specialized skill, and gender, etc. Hence, in 2015, the Board of Directors consists of 1 female Independence Director to add variety in the Board of Directors’ structure. Moreover, the Board of Directors also uses the information in the director pool to search for the new director but the qualification is still not suitable to the Company at the time. In the director recruitment, the Board of Directors prepares the Board Skill Matrix to specify qualification of the required director with consideration from business operations’ strategy of the Company.
The Company’s Board of Directors consists of 4 non-Executive Directors (3 Independent Directors), and 5 Executive Directors, details of each Directors are shown in “Management Team Profile”.
Chairman of the Board of Directors is the same person as the Chairman of Executive Committee, and represents major group of shareholders. However, as structure of the Company’s Board of Directors consists of one third of Independent Directors, there is check and balance in business operations.
The Company’s Board of Directors acknowledges that the 3 Independent Directors have qualified as per regulations stipulated by the Company as in details from “Management Structure of the Company”. The Company’s Board of Directors is in agreement and appoints Mr. Phisit Dachanabhirom, the Independent Director, who has vast knowledge and experiences in financial and accounting field, to become Chairman of the Audit Committee.
The Company’s Board of Directors has stipulated suitable qualifications for persons to hold this position as person with knowledge, experiences, and specific capability for Company’s benefit. This includes donating time, knowledge, capability, and effort in performing duty for the Company. There is also regulations for all Directors and high level Executives (**) to report their securities holding consistently to the Company’s Board of Directors.
Director, in the Company’s Board of Directors, is not allowed to hold position as Director in the registered companies of more than 3 companies, and Executive Director is not allowed to hold position as Director in other registered companies of more than 2 companies. This includes holding position as Director of the Company’s Chairman of Executive Committee and high level Executive (**) in other registered companies must be approved by the Company’s Board of Directors beforehand.
Director or the high level executive of the Company must not be employed as employee or partner of the Company’s external auditor company during the past 2 years.
Remark: (**) means Executive under definition of the S.E.C.
The Company’s Board of Directors participates in regulating vision, mission, duty, strategy, target, business plan, and budget of the Company. This also includes supervision on the Management team to proceed as business plan, and agreed budget efficiently and effectively, arrangement on good corporate governance policy, internal control system, internal auditing and suitable risk management and policy, including consistently follow up on operating performances in the Board of Directors’ meeting. Moreover, the Board of Directors has to make consideration on regulations and separation of duties, and responsibilities clearly among the Board of Directors, Audit Committee, Nomination and Remuneration Committee, Risk Management Committee, Corporate Governance Committee, Executive Committee, Human Development Committee and the Chief Executive Officer.
The Board of Directors Meeting No. 1/2017 on February 22, 2017, the Board of Directors reviewed and approved the Company’s vision and mission at least once a year.
The Company’s Board of Directors has to make evaluation on adequacy of internal control, and result on risk management and compliance with the good corporate governance policy at least once a year. On February 22, 2017, the Company’s Board of Directors meeting No. 1/2017 has evaluated on the adequacy of internal control, result on risk management and compliance with the good corporate governance policy.
For the appointment of Directors for subsidiaries and associated companies, the nomination and voting are under the management from 2014 onwards, and has to receive approval from the Company’s Board of Directors. Persons who are appointed as Directors for subsidiaries and associated companies have the duties to operate for the best interest of the subsidiaries and associated companies. The appointed Directors require approval from the Company’s Board of Directors prior to making resolution, or voting on important issue that is on the same level that requires approval from the Board of Directors if this is operated by the Company itself.
Moreover, in case of the subsidiaries, the appointed persons have to oversee that the subsidiaries have regulations concerning transactions of related companies, with data collection, and accounting record that can be verified, and complied for the financial statement on time, as well as appropriate and concise internal control system.
During 2016, the Company has conformed to the Good Corporate Governance except for the following instant :
- Did not disclose the Executive Directors’ remunerations that had been received as Directors from other companies as it is not information of the Company.
- The Chairman was the same person as the Chief Executive Officer, and was the major shareholders’ representative. However, the Company Board of Directors’ structure consisted of one third of Independent Directors, thus, creating the balance and review in the business operations that showed transparency and compact management.
- The Director did not set out the term of the position for Independent Director not more than 9 years as the Director commented that Independent Director has knowledge, ability and long-term experiences. To serve as a long-term Independent Director will be able to clearer understand the Company’s operation.
- The Company did not assign the Director and top management to report to Board of Director or those who are assigned in regard to stock trading at least 1 day before trading date. The Company sets out rules and regulations as well as policy on the use of the company’s internal information.
The Company has explained to the administrators their responsibilities in reporting the number of shares in the company owned by them, their spouses and their children who are considered as minors, and any changes made to the holdings, to the Stock Exchange of Thailand, in accordance with Article 59, where the penalty is indicated in Article 275 of the Securities and Exchange Act B.E. 2535 (1992). Apart from the legislative measures, the company has the policy covering the internal information usage written in the Code of Conduct for the group, approved by the Board of Directors on March 1, 2006, to serve as a guideline to all directors, management and employees. The code of conduct was latest reviewed, improved and approved by the resolution of the Board of Directors Meeting No. 1/2016 held on February 22, 2017.
In addition, the Company has laid out rules and regulations on the use of the company’s internal information as follows:
- The Director, Executive, staff members and the employees of the company are obliged to treat the internal information of the Company with confidentiality.
- The Director, Executive, staff members and the employees of the Company should not directly or indirectly disclose confidential or internal information of the Company for the personal benefit of any individual.
- The Director, Executive, the staff members and the employees of the Company should not buy, sell, transfer or receive the Company’s assets by using the confidential or internal information that may cause direct or indirect damage to the Company.
The above mentioned regulations include the spouses or a person who cohabits as husband and wife, parents, descendant, adopter or adopted and brothers and sisters of full blood or brothers and sisters of half blood of the Board of Directors, the staff members and employees of the Company. Any violation of the Company’s regulations would be considered as a serious breach of those regulations which could lead to a penalty ranging from a verbal warning to being asked to leave the Company.
Since 2008, the Company’s Board of Directors has specified the policy forbidding Directors, and high level Executives to trade the Company stock during the periods of 3 weeks before publishing of the financial statements, and 2 days after disclosing of the financial statements.
The Company and its subsidiaries have paid the audit fees to PricewaterhouseCoopers ABAS Co., Ltd., the Company’s auditing company for the year 2016, that includes person or business related to the auditors and auditing office under the auditing company during the past year, to the amount of 4.30 million baht which separates into 1.00 million baht from the Company and 3.30 million baht from its subsidiaries.
The Company has paid the fees to PricewaterhouseCoopers ABAS Co., Ltd. to review the form of summarized annual license fee (Nor Sor 1) and the form of revenue by category (Nor Sor 2), announced by the NBTC on License Fees for Operating Radio or Television Broadcasting Business B.E. 2555 (2012), amounting to 0.15 million baht.